O'Reilly Automotive (ORLY) 10-K risk factor changes: FY2025 vs FY2024

The economic health of our customers is affected by many factors, including, among others, general business conditions, interest rates, inflation, [added: tariffs,] consumer debt levels, the availability of consumer credit, currency exchange rates, taxation, fuel prices, unemployment levels, a prolonged public health crisis or pandemic, and other matters that influence consumer confidence and spending.

[removed: Overall demand for products sold in the automotive aftermarket is dependent upon many factors, including the total number of vehicle miles driven in the U.S., the total number of registered vehicles in the U.S., the age and quality of these registered vehicles, and the level of unemployment in the U.S.] Changes in vehicle technology used by the original equipment manufacturers (“OEM”) on future vehicles, including but not limited to electric, hybrid, and internal combustion engines, may result in less frequent repairs, parts lasting longer, or elimination of certain repairs.

If third parties, on whom we rely for merchandise, are unable to overcome difficulties resulting from the deterioration in economic conditions, the cause of which could [removed: include] [added: include, among others, geopolitical uncertainty or] a prolonged public health crisis or pandemic, and provide us with the merchandise [added: we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition, and cash flows could be adversely affected.]

[removed: We are] [added: Our business is] sensitive to [added: global, national, and] regional economic and weather conditions [added: and natural disasters] that could impact our costs and sales.

Our business is sensitive to [removed: national] [added: impacts from global, national,] and regional economic and weather conditions and natural disasters.

Unusually inclement [removed: weather,] [added: weather and natural disasters,] such as significant rain, snow, sleet, freezing rain, flooding, [added: wildfire,] seismic activity, and hurricanes, [removed: has] [added: have] historically discouraged our customers from visiting our stores during the affected period and reduced our sales, particularly to DIY customers.

In addition, our stores and [removed: DCs] [added: DCs, particularly those] located in coastal [removed: regions] [added: regions,] may be subject to increased unrecoverable losses resulting from regional weather conditions [added: or disasters] and our results of operations, financial condition, and cash flows could be adversely affected.

We could also be negatively impacted when our suppliers or our supply chain experiences work [removed: stoppages;] [added: stoppages and] labor strikes; a prolonged public health crisis or pandemic; [removed: shipping] [added: import, shipping,] and transportation disruptions or increased [removed: costs; currency fluctuations] [added: costs, such as from inflation, tariffs,] or [removed: inflation;] [added: currency fluctuations;] or other interruptions to, or difficulties in, the manufacture or supply of the products we purchase.

In addition, changes in [removed: U.S.] [added: country specific] trade policies, sanctions, practices, tariffs or taxes, import limitations, and other factors relating to foreign trade and port agreements could affect our ability to source products and our suppliers’ ability to source materials or provide products at current volumes and/or prices.

Business interruptions, including from a prolonged public health crisis or pandemic, weather-related events, terrorist activities, war, political or civil unrest, [added: disruption of critical infrastructure systems,] or other disasters, or the threat of them, may result in a disruption of operations or the closure of one or more of our DCs or other facilities, or may adversely affect our ability to deliver inventory to our stores on a nightly basis.

Some of our merchandise is imported from other countries and these goods could become difficult or impossible to bring into the [removed: United States,] [added: countries in which we operate,] and we may not be able to obtain such merchandise from other [removed: sources at similar prices.]

[added: Such a disruption of these systems,] and the response to remedy, could result in a negative impact on our business operations and increased costs, which could have an adverse effect on our results of operations, financial condition, and cash flows.

Downturns in the stock market may cause the price of our common stock [removed: to decline.]

Our systems, and the third-party systems with which we interact, are subject to damage, failure, or interruption due to various reasons, including, but not limited to, power or other critical infrastructure outages; facility damage; physical theft; telecommunications failures; malware; security incidents; cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks, and ransomware; natural disasters and catastrophic events; inadequate or ineffective redundancy measures; and [added: misconduct or] design or usage errors by Team Members, contractors, or third-party service providers.

[removed: A material incident could significantly disrupt our operations and business processes; result in the impairment or loss of critical data; be costly and resource-intensive] [added: intensive] to remedy; and/or harm our reputation and relationship with customers, Team Members, suppliers, and other stakeholders, all of which could have a material adverse impact on our results of operations, financial condition, and cash flows.

In addition, our information technology systems, infrastructure, and personnel require substantial investments, such as replacing systems, maintaining or enhancing systems, or designing or acquiring new [removed: systems.][added: systems or functionality, including artificial intelligence.]

[added: These efforts can result in significant potential risks,] including failure of the systems to operate as designed, potential loss or corruption of data, incurring more costs than expected, or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs, all of which could have a material adverse impact on our results of operations, financial condition, and cash flows.

In addition, the regulatory environment related to information security and data collection, [added: retention,] processing, use, [added: notification, consent,] and privacy is complex and constantly evolving.

The effects of complying with stricter and more complex data collection, [added: retention,] processing, use, [added: notification, consent,] and privacy and information security laws, regulations, and standards can be far-reaching and may increase our responsibility and liability, which may increase our costs by needing to invest significant, additional time and resources and make changes to our existing practice and processes.

Failure to comply with data collection, [added: retention,] processing, use, [added: notification, consent,] and privacy and information security laws, regulations, and standards by us or our third-party service providers or suppliers could subject us to fines, sanctions, [added: lawsuits, regulatory enforcement actions,] governmental investigations, [removed: lawsuits,] or reputational damage, which could have a material adverse impact on our results of operations, financial condition, and cash flows.

We cannot be sure that our growth plans for [removed: 2025] [added: 2026] and beyond will be achieved.

[removed: We cannot be certain that we will be able to continue to attract and retain qualified personnel, which could cause us to be] less efficient, in particular in a significant inflationary wage pressured environment, and, as a result, may adversely impact our sales and profitability.

Environmental legislation and regulations, [removed: like] [added: such as] the initiatives [added: related] to [removed: limit] [added: limiting] greenhouse gas emissions and [removed: bills related to] climate [removed: change,] [added: change as well as extended producer responsibility and the associated costs,] could adversely impact all industries.

[removed: However, while we have devoted financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to] make investments to maintain the security of our data and cybersecurity infrastructure, we cannot provide absolute assurance that any potential future cybersecurity threats or incidents will not materially affect us or our business strategies, results of operations, financial condition, or cash flows.

RISK [removed: MANAGEMENT AND] [added: MANAGEMENT AND] STRATEGY

The Audit Committee receives on a quarterly basis, or as needed, comprehensive updates from management on cybersecurity risks, including risk assessments, cybersecurity maturity assessments, progress of risk reduction initiatives, enhancements [added: to cybersecurity programs and initiatives, business continuity planning, PCI compliance, any relevant internal or industry cybersecurity incidents, and compliance with regulatory requirements and industry standards, as applicable.]

Our CIO has served in various roles in information technology for more than [removed: 30] [added: 35] years, including serving as a chief information officer for a technology company, and has a degree in information management systems.

Of the [removed: 6,378] [added: 6,585] stores we operated at December 31, [removed: 2024, 2,658] [added: 2025, 2,791] stores were owned, [removed: 3,650] [added: 3,728] stores were leased from unaffiliated parties, and [removed: 70] [added: 66] stores were leased from entities that include one or more of our affiliated directors or members of their immediate family.

Such master lease agreements with two of the [removed: five] [added: four] affiliated entities have been modified to extend the term of the lease agreement for specific stores.

The master lease agreements or modifications thereto expire on dates ranging from [removed: February 28, 2025,] [added: June 30, 2026,] to [removed: December] [added: March] 31, [removed: 2029.][added: 2031.]

See Note [removed: 17] [added: 16] “Related Parties” to the Consolidated Financial Statements for further information on master lease agreements.

The following table provides information regarding our DCs in operation as of December 31, [removed: 2024:][added: 2025:]

| ​ | ​ | ​ | ​ | ​ | [added: ​ ​ ​] | Operating Square Footage (1) |

| Distribution center | ​ | Owned | ​ | [removed: 23] [added: 24] | | [removed: 10,129] [added: 10,858] |

Further enhancing our distribution capabilities, we plan to [added: expand our Lakeland, Florida, DC in 2026 and] open a new DC in [removed: Stafford, Virginia] [added: the Fort Worth, Texas area,] in [removed: 2025,] [added: 2028,] adding additional store servicing capabilities to our distribution network.

We believe the growth capacity in our DCs will provide us with the DC infrastructure needed for near-term [removed: expansion.][added: expansion, and we will continue to evaluate our existing distribution system infrastructure and will adjust our distribution system capacity as needed to support our future growth.]

Our corporate office operations occur primarily in Springfield, Missouri, and as of December 31, [removed: 2024,] [added: 2025,] the total square footage for our corporate office operations was 0.6 million square feet, substantially all of which was owned.

Overall demand for products sold in the automotive aftermarket is dependent upon many factors in the countries in which we operate, including the total number of vehicle miles driven, the total number of registered vehicles, the age and quality of these registered vehicles, and the level of unemployment.

sources at similar prices.

to decline.

In addition, the increased adoption of artificial intelligence could heighten certain of these risks.

A material incident could significantly disrupt our operations and business processes; result in the impairment or loss of critical data; be costly and resource-

We cannot be certain that we will be able to continue to attract and retain qualified personnel, which could cause us to be

However, while we have devoted financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to

We assess and monitor third-party posture through a detailed third-party risk management program.

Contracts are updated to address risk and include privacy addendums, where applicable.

| Total | ​ | ​ | ​ | 32 | | 14,013 |

During 2025, we opened a new DC in Stafford, Virginia.

Our DC network provides a growth capacity of approximately 400 to 550 domestic stores.

we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition, and cash flows could be adversely affected.

Such a disruption of these systems,

These efforts can result in significant potential risks,

We assess third-party cybersecurity controls through a detailed cybersecurity assessment and review and include security and privacy addendums to our contracts, where applicable.

to cybersecurity programs and initiatives, business continuity planning, PCI compliance, any relevant internal or industry cybersecurity incidents, and compliance with regulatory requirements and industry standards, as applicable.

| Total | ​ | ​ | ​ | 31 | | 13,284 |

During 2024, we relocated our Springfield DC and Atlanta DC to larger more efficient facilities, which increased store servicing capabilities, and we completed the conversion of our North Little Rock DC facility into a large Hub.

Including our planned DC expansion project discussed above, our total DC network provides a growth capacity of

approximately 500 to 650 domestic stores.

However, as we expand our geographic footprint, we will continue to evaluate our existing distribution system infrastructure and will adjust our distribution system capacity as needed to support our future growth.

In Management’s Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity, and certain other factors that may affect our future results, [removed: including][added: including:]

| | ● | [removed: an] [added: An] overview of the key drivers and other influences on the automotive aftermarket [removed: industry;] [added: industry.] |

| | ● | [removed: our] [added: Our] results of operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024.] |

| | ● | [removed: our] [added: Our] liquidity and capital [removed: resources;] [added: resources.] |

| | ● | [removed: our] [added: Our] critical accounting [removed: estimates; and] [added: estimates.] |

The review of Management’s Discussion and Analysis should be made in conjunction with our consolidated financial statements, related notes and other financial information, forward-looking statements, and other risk factors included elsewhere in this annual [removed: report.][added: report on Form 10-K.]

We are one of the largest [removed: U.S.] [added: North American] automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings.

As of December 31, [removed: 2024,] [added: 2025,] we operated [removed: 6,265] [added: 6,447] stores in 48 U.S. states and Puerto Rico, [removed: 87] [added: 112] stores in Mexico, and 26 stores in Canada.

Our stores also offer enhanced services and programs to our customers, including used oil, oil filter, and battery recycling; battery, wiper, and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code [removed: extraction;] [added: extraction through our trusted VeriScan technology, which provides diagnostic information with possible repair fixes; referrals to trusted local repair shops;] loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

We believe the key drivers of demand over the long-term for the products sold within the automotive aftermarket include the number of [removed: U.S.] miles driven, number of [removed: U.S.] registered vehicles, annual rate of light vehicle sales, and average vehicle [removed: age.][added: age:]

The number of total miles driven [removed: in the U.S.] influences the demand for repair and maintenance products sold within the automotive aftermarket.

In [removed: total, vehicles in] the [removed: U.S.] [added: U.S., vehicles] are driven approximately three trillion miles per year, resulting in ongoing wear and tear and a corresponding continued demand for the repair and maintenance products necessary to keep these vehicles in operation.

According to the U.S. Department of Transportation, the number of total miles driven in the U.S. increased [removed: 0.9%] [added: 2.1%, 1.0%,] and [removed: 2.1%] [added: 0.9%] in [removed: 2022, and] 2023, [removed: respectively, and year-to-date through November of] 2024, [removed: miles driven increased 1.0%.][added: and 2025, respectively.]

As reported by the Auto Care Association, the total number of [added: U.S.] registered vehicles increased [removed: 14.2%] [added: 13.4%] from [removed: 2013] [added: 2014] to [removed: 2023,] [added: 2024,] bringing the number of light vehicles on the road to [removed: 284] [added: 286] million by the end of [removed: 2023.][added: 2024.]

For the year ended December 31, [removed: 2024,] [added: 2025,] the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately [removed: 16.8] [added: 16.0] million vehicles, contributing to the continued growth in the total number of registered vehicles on the road.

From [removed: 2013] [added: 2014] to [removed: 2023,] [added: 2024, U.S.] vehicle scrappage rates have remained relatively stable, ranging from 4.1% to [removed: 5.7%] [added: 5.6%] annually.

As a result, over the past decade, the average age of the U.S. vehicle population has [removed: increased, growing 10.6%,] [added: increased 10.5%,] from [removed: 11.3] [added: 11.4] years in [removed: 2013] [added: 2014] to [removed: 12.5] [added: 12.6] years in [removed: 2023.][added: 2024.]

While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from [removed: the current environment of elevated] [added: rising average] new and used vehicle prices, as consumers are [added: generally] more willing to continue to invest in their current vehicle.

We believe the increase in average vehicle age over the long term can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains, [removed: interiors] [added: interiors,] and exteriors, coupled with consumers’ willingness to invest in maintaining these higher-mileage, better built vehicles.

[removed: Inflationary] [added: While inflationary] cost pressures [added: can] impact our [removed: business; however,] [added: business, including inflation resulting from changes in tariff rates,] historically we have been [removed: successful, in many cases,] [added: successful] in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of purchases, and selective forward buying.

As a result, we do not believe inflation has had a material adverse effect on our [removed: operations.][added: operating results.]

| Year ended December 31, | [added: ​] | [added: 2025 | |] 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | [removed: 2015 | |]

| (In thousands, except per share, Team Members, stores and ratio data) | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | |

| SELECT INCOME STATEMENT RELATED DATA: | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | |

| Percentage increase in comparable store sales (a)(b) | | [removed: 2.9] [added: 4.7] | % | [added: 2.9 | % |] 7.9 | % | 6.4 | % | 13.3 | % | 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | [removed: 7.5 | % |]

| Sales ($) | | [removed: 16,708,479] [added: 17,781,992] | | [added: 16,708,479 | |] 15,812,250 | | 14,409,860 | | 13,327,563 | | 11,604,493 | | 10,149,985 | | 9,536,428 | | 8,977,726 | | 8,593,096 | | [removed: 7,966,674 | |]

| Gross profit | | [removed: 8,554,489] [added: 9,174,141] | | [added: 8,554,489 | |] 8,104,803 | | 7,381,706 | | 7,019,949 | | 6,085,692 | | 5,394,691 | | 5,039,966 | | 4,720,683 | | 4,509,011 | | [removed: 4,162,643 | |]

| Operating income | | [removed: 3,251,157] [added: 3,460,612] | | [added: 3,251,157 | |] 3,186,376 | | 2,954,491 | | 2,917,168 | | 2,419,336 | | 1,920,726 | | 1,815,184 | | 1,725,400 | | 1,699,206 | | [removed: 1,514,021 | |]

| Net income ($) (c)(d) | | [removed: 2,386,680] [added: 2,538,209] | | [added: 2,386,680 | |] 2,346,581 | | 2,172,650 | | 2,164,685 | | 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | [removed: 931,216 | |]

| Total assets ($) | | [removed: 14,893,741] [added: 16,538,253] | | [added: 14,893,741 | |] 13,872,995 | | 12,627,979 | | 11,718,707 | | 11,596,642 | | 10,717,160 | | 7,980,789 | | 7,571,885 | | 7,204,189 | | [removed: 6,676,684 | |]

| Total debt ($) | ​ | [removed: 5,520,932] [added: 6,016,904] | | [added: 5,520,932 | |] 5,570,125 | | 4,371,653 | | 3,826,978 | | 4,123,217 | | 3,890,527 | | 3,417,122 | | 2,978,390 | | 1,887,019 | | [removed: 1,390,018 | |]

| Shareholders’ (deficit) equity ($) (c) | | [removed: (1,370,961)] [added: (763,352)] | | [added: (1,370,961) | |] (1,739,278) | | (1,060,752) | | (66,423) | | 140,258 | | 397,340 | | 353,667 | | 653,046 | | 1,627,136 | | [removed: 1,961,314 | |]

| Inventory turnover (e) | | [removed: 1.7] [added: 1.6] | | 1.7 | | 1.7 | | 1.7 | | [removed: 1.5] [added: 1.7] | | [removed: 1.4] [added: 1.5] | | 1.4 | | 1.4 | | [removed: 1.5] [added: 1.4] | | 1.5 | |

| Accounts payable to inventory (f) | | [removed: 128.0] [added: 123.9] | % | [added: 128.0 | % |] 130.8 | % | 134.9 | % | 127.4 | % | 114.5 | % | 104.4 | % | 105.7 | % | 106.0 | % | 105.7 | % | [removed: 99.1 | % |]

| Cash provided by operating activities ($) (g) | | [removed: 3,049,576] [added: 2,761,993] | | [added: 3,049,576 | |] 3,034,084 | | 3,148,250 | | 3,207,310 | | 2,836,603 | | 1,708,479 | | 1,727,555 | | 1,403,687 | | 1,510,713 | | [removed: 1,345,488 | |]

| Capital expenditures ($) | | [removed: 1,023,387] [added: 1,168,815] | | [added: 1,023,387 | |] 1,006,264 | | 563,342 | | 442,853 | | 465,579 | | 628,057 | | 504,268 | | 465,940 | | 476,344 | | [removed: 414,020 | |]

| Free cash flow ($) (g)(h) | | [removed: 1,987,808] [added: 1,563,250] | | [added: 1,987,808 | |] 1,987,720 | | 2,371,123 | | 2,548,922 | | 2,189,995 | | 1,020,649 | | 1,188,584 | | 889,059 | | 978,375 | | [removed: 868,390 | |]

| SELECT OPERATING DATA: | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | |

| [removed: Number of] Team Members [removed: at year end] | | [removed: 93,176] [added: 93,072] | | [added: 93,176 | |] 90,189 | | 87,377 | | 82,852 | | 77,654 | | 82,484 | | 78,882 | | 75,552 | | 74,580 | | [removed: 71,621 | |]

| Total [removed: number of stores at year end] [added: store count] (i)(j)(k) | | [removed: 6,378] [added: 6,585] | | [added: 6,378 | |] 6,157 | | 5,971 | | 5,784 | | 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | [removed: 4,571 | |]

| Earnings per share – basic ($) | | 2.98 | | 2.73 | | 2.59 | | 2.25 | | 2.09 | | 1.58 | | 1.20 | | 1.08 | | 0.85 | | 0.72 | |

| Earnings per share – assuming dilution ($) (c)(d) | | 2.97 | | 2.71 | | 2.56 | | 2.23 | | 2.07 | | 1.57 | | 1.19 | | 1.07 | | 0.84 | | 0.72 | |

| Mexico store count (j) | ​ | 112 | | 87 | | 62 | | 42 | | 25 | | 22 | | 21 | | — | | — | | — | |

| Canada store count (k) | ​ | 26 | | 26 | | — | | — | | — | | — | | — | | — | | — | | — | |

2025 Compared to 2024

The increase in SG&A as a percentage of sales for the year ended December 31, 2025, was principally due to broad inflationary pressure in costs, primarily relating to medical and casualty insurance programs, and enhancements to store-level compensation and benefits.

The increase in our provision for income taxes for the year ended December 31, 2025, was primarily the result of higher taxable income and lower excess tax benefits from share-based compensation.

| 2026 | ​ | $ | 2,157,231 | ​ | $ | 297,304 |

| 2027 | ​ | | 915,231 | ​ | | 68,365 |

| 2028 | ​ | | 627,363 | ​ | | 44,655 |

| 2029 | ​ | | 606,731 | ​ | | 24,641 |

| 2030 | ​ | ​ | 586,481 | ​ | | 12,079 |

| Thereafter | ​ | ​ | 2,014,863 | ​ | | 15,733 |

| Contractual cash obligations | ​ | $ | 6,907,900 | ​ | $ | 462,777 |

2025 Compared to 2024

As discussed in Note 9 “Financing” to the Consolidated Financial Statements, the Company is party to a credit agreement dated June 15, 2021, as amended and restated by the First Amended and Restated Credit Agreement as of March 31, 2025 (the “Credit Agreement”).

| ​ | ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| GAAP net income | | ​ | $ | 2,538,209 | ​ | $ | 2,386,680 |

| Add: | Interest expense | ​ | | 235,064 | ​ | | 222,548 |

| ​ | | ​ | 2025 | | ​ | 2024 | |

| Rent expense | | ​ | $ | 490,357 | ​ | $ | 452,529 |

| ​ | | ​ | February 27, 2026 | |

February 27, 2026

February 27, 2026

| ​ | ​ | 2025 | | ​ | 2024 | |

| Cash and cash equivalents | ​ | $ | 193,793 | ​ | $ | 130,245 |

| Goodwill | ​ | | 948,208 | ​ | | 930,161 |

| 841,909,238 as of December 31, 2025, and | ​ | ​ | ​ | ​ | ​ | ​ |

| 862,232,760 as of December 31, 2024 | ​ | ​ | 8,419 | ​ | | 8,622 |

| Additional paid-in capital | ​ | | 1,530,292 | ​ | | 1,454,518 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,538,209 | ​ | | — | ​ | | 2,538,209 |

| Share repurchases, including fees | | (22,728) | ​ | | (228) | ​ | | (39,716) | ​ | | (2,057,018) | ​ | | — | ​ | | (2,096,962) |

| Excise tax on share repurchases | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (18,720) | ​ | ​ | — | ​ | ​ | (18,720) |

| Balance at December 31, 2025 | | 841,909 | ​ | $ | 8,419 | ​ | $ | 1,530,292 | ​ | $ | (2,328,817) | ​ | $ | 26,754 | ​ | $ | (763,352) |

| Net income | ​ | $ | 2,538,209 | ​ | $ | 2,386,680 | ​ | $ | 2,346,581 |

December 31, 2025

In May 2025, the number of shares of the Company’s authorized common stock was increased to 1.25 billion shares in order to implement a 15-for-1 forward stock split of its common stock, which was completed on June 10, 2025.

All share and per share information, including share-based compensation, in the current and comparable periods throughout this annual report on Form 10-K, has been retrospectively adjusted to reflect the stock split.

All shares of common stock retained a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock.”

| Earnings per share – basic ($) | | 40.91 | | 38.80 | | 33.75 | | 31.39 | | 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | |

| Earnings per share – assuming dilution ($) (c)(d) | | 40.66 | | 38.47 | | 33.44 | | 31.10 | | 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | |

| Number of Mexico stores at year end (j) | ​ | 87 | | 62 | | 42 | | 25 | | 22 | | 21 | | — | | — | | — | | — | |

| Number of Canada stores at year end (k) | ​ | 26 | | — | | — | | — | | — | | — | | — | | — | | — | | — | |

of replacement parts is, on average, greater, which is a benefit to average ticket values.

The increase in SG&A as a percentage of sales for the year ended December 31, 2024, was principally due to the self-insurance reserve adjustment, depreciation costs for accelerated refreshment of store related capital expenditures, and information technology investments.

Our effective tax rate for the year ended December 31, 2024, decreased to 21.6% from 21.9% for the same period in 2023.

2023 Compared to 2022

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the annual report on Form 10-K for the year ended December 31, 2023, filed with

| ​ | ​ | December 31, 2024 | | | | |

| 2025 | ​ | $ | 425,625 | ​ | $ | 149,387 |

| 2026 | ​ | | 1,465,775 | ​ | | 54,048 |

| 2027 | ​ | | 912,950 | ​ | | 36,387 |

| 2028 | ​ | | 625,075 | ​ | | 21,591 |

| 2029 | ​ | ​ | 604,450 | ​ | | 10,153 |

| Contractual cash obligations | ​ | $ | 6,632,375 | ​ | $ | 286,566 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

As permitted by guidance issued by the Securities and Exchange Commission, management excluded from its assessment of its system of internal control over financial reporting the operations associated with the acquisition of Groupe Del Vasto (“Vast Auto”), pursuant to a stock purchase agreement, which was completed after the close of business on January 22, 2024.

The acquired operations were included in the consolidated financial statements of the Company, which constituted less than 2% of total assets as of December 31, 2024, and less than 1% of revenues and less than 1% of net income for the year ended December 31, 2024.

| ​ | | ​ | February 28, 2025 | |

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Groupe del Vasto, Inc. (Vast Auto), which is included in the 2024 consolidated financial statements of the Company and constituted less than 2% of total assets as of December 31, 2024 and less than 1% of revenues and less than 1% of net income for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vast Auto.

February 28, 2025

| 57,482,184 as of December 31, 2024, and | ​ | ​ | ​ | ​ | ​ | ​ |

| 59,072,792 as of December 31, 2023 | ​ | ​ | 575 | ​ | | 591 |

| Additional paid-in capital | ​ | | 1,462,565 | ​ | | 1,352,275 |

| Balance at December 31, 2021 | | 67,029 | ​ | $ | 670 | ​ | $ | 1,305,508 | ​ | $ | (1,365,802) | ​ | $ | (6,799) | ​ | $ | (66,423) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,172,650 | ​ | | — | ​ | | 2,172,650 |

| Share repurchases, including fees | | (4,961) | ​ | | (49) | ​ | | (99,508) | ​ | | (3,182,708) | ​ | | — | ​ | | (3,282,265) |

| Cash and cash equivalents at end of the period | ​ | $ | 130,245 | ​ | $ | 279,132 | ​ | $ | 108,583 |

December 31, 2024

In November of 2023, FASB issued Accounting Standard Update ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 increases the disclosures about a public entity’s reportable segments.

Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM.

NOTE 2 – BUSINESS COMBINATION

On January 22, 2024, the Company completed the previously announced strategic acquisition of Groupe Del Vasto (“Vast Auto”), an auto parts supplier headquartered in Montreal, Quebec, Canada, pursuant to a stock purchase agreement whereby 100% of all outstanding shares of Vast Auto were acquired, with all consideration paid in cash at closing.

The acquisition of Vast Auto represents O’Reilly’s

entrance into the Canadian automotive aftermarket.

At the time of the acquisition, Vast Auto operated two distribution centers and six satellite warehouses that support a network of 23 company-owned stores and thousands of independent jobber and professional customers across Eastern Canada.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| Missouri | [added: ​ ​ ​] | 000-21318 | [added: ​ ​ ​] | 27-4358837 |

| Large accelerated filer ☒ | [added: ​ ​ ​] | Accelerated filer ☐ |

At June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting stock held by non-affiliates of the Company was [removed: $51,078,214,227] [added: $63,300,585,790] based on the last price of the common stock reported by The Nasdaq Global Select Market.

At February [removed: 24, 2025,] [added: 23, 2026,] an aggregate of [removed: 57,272,442] [added: 838,487,034] shares of common stock of the registrant were outstanding.

Portions of the definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [removed: Item 1C.] [added: [Item 1C.](#Item1CCybersecurity)] | [Cybersecurity](#Item1CCybersecurity) | 23 |

Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; trade [removed: disputes,] [added: disputes and changes in trade policies,] including the imposition of new or increased tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; and governmental regulations.

Please refer to the “Risk Factors” section in this annual report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.

O’Reilly is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment, and accessories [removed: in the United States (“U.S.”),] [added: across North America,] selling our products to both do-it-yourself (“DIY”) and professional service provider customers, our “dual market strategy.” The business was founded in 1957 by Charles F.

At December 31, [removed: 2024,] [added: 2025,] we operated [removed: 6,265] [added: 6,447] stores in 48 states in the United States [added: (“U.S.”)] and Puerto Rico, [removed: 87] [added: 112] stores in Mexico, and 26 stores in Canada.

Our stores carry an extensive product line, [removed: including][added: including:]

| | ● | [removed: new] [added: New] and remanufactured automotive hard parts and maintenance items, such as alternators, batteries, brake system components, belts, chassis parts, driveline parts, engine parts, fuel pumps, hoses, starters, temperature control, water pumps, antifreeze, appearance products, engine additives, filters, fluids, lighting, oil, and wiper [removed: blades and] [added: blades.] |

Our stores offer many enhanced services and programs to our customers, such [removed: as][added: as:]

| | ● | [removed: battery] [added: Battery] diagnostic [removed: testing;] [added: testing.] |

| | ● | [removed: battery,] [added: Battery,] wiper, and bulb [removed: replacement;] [added: replacement.] |

| | ● | [removed: check] [added: Check] engine light code [removed: extraction, with] [added: extraction through our trusted VeriScan technology, which provides] diagnostic [removed: information, list of] [added: information with] possible repair [removed: fixes, and referrals to trusted local repair shops provided;] [added: fixes.] |

| | ● | [removed: custom] [added: Custom] hydraulic [removed: hoses;] [added: hoses.] |

| | ● | [removed: drum] [added: Drum] and rotor [removed: resurfacing;] [added: resurfacing.] |

| | ● | [removed: electrical] [added: Electrical] and module [removed: testing;] [added: testing.] |

| | ● | [removed: loaner] [added: Loaner] tool [removed: program;] [added: program.] |

| | ● | [removed: professional] [added: Professional] paint shop mixing and related [removed: materials; and] [added: materials.] |

In [removed: 2024,] [added: 2025,] we derived approximately [removed: 52%] [added: 50%] of our sales from our DIY customers and approximately [removed: 48%] [added: 50%] of our sales from our professional service provider customers.

We believe we will continue to have a competitive advantage on the professional service provider portion of our business, due to our systems, knowledge, industry-leading parts availability, and experience serving the professional service provider side of the automotive aftermarket, augmented by our approximately [removed: 810] [added: 825] full-time sales staff dedicated solely to calling upon and servicing the professional service provider customer.

| | ● | [removed: superior] [added: Superior] in-store service through highly-motivated, technically-proficient store personnel (“Professional Parts [removed: People”);] [added: People”).] |

| | ● | [removed: an] [added: An] extensive selection and superior availability of [removed: products;] [added: products.] |

| | ● | [removed: many] [added: Many] enhanced service programs, including battery and electrical testing, battery, wiper and bulb replacement, and check engine light code extractions with diagnostic [removed: support;] [added: information.] |

| | ● | [removed: attractive] [added: Attractive] stores in convenient [removed: locations;] [added: locations.] |

| | ● | [removed: competitive] [added: Competitive] pricing, supported by a good, better, best product assortment designed to meet all of our customers’ quality and value [removed: preferences;] [added: preferences.] |

| | ● | [removed: a] [added: A] robust point-of-sale system integrated with our proprietary electronic catalog, which contains a wide variety of product images, schematics and technical specifications, and equips our Team Members with highly effective tools to source products in our extensive supply [removed: network;] [added: network.] |

| | ● | [removed: online] [added: Online] ordering for our professional customers through our proprietary professional customer platforms, www.OReillyPro.com and our O’Reilly Pro mobile application, with local delivery [removed: available; and] [added: available.] |

We currently operate [removed: 31] [added: 32] DCs, which typically provides our stores with same-day or overnight access to over [removed: 153,000] [added: 156,000] stock keeping units (“SKUs”), many of which are hard-to-find items not typically stocked by other auto parts retailers.

To augment our robust distribution network, we operate a total of [removed: 396] [added: 399] Hub stores that also provide delivery service and same-day access to stores within the surrounding areas to an average of [removed: 55,000] [added: 63,000] SKUs, with Hubs in select markets carrying further enhanced inventory levels up to approximately [removed: 107,000] [added: 115,000] SKUs.

We have a strong management Team that has demonstrated the consistent ability to successfully execute our business plan and growth strategy by generating [removed: 32] [added: 33] consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in April of 1993.

See our “Team Members and Human Capital Management” disclosure [removed: of] [added: in] the “Business” section of this annual report on Form 10-K for more information about our experienced management Team.

In [removed: 2025,] [added: 2026,] we plan to open [removed: 200] [added: 225] to [removed: 210] [added: 235] net, new stores, which will increase our penetration in existing markets and allow for expansion into new, contiguous markets.

We typically open new stores [removed: by][added: by:]

During [removed: 2024,] [added: 2025,] we relocated [removed: 12] [added: 35] stores and performed minor to major updates or renovations to approximately [removed: 710] [added: 700] additional stores.

On June 10, 2025, the Company completed a 15-for-1 forward stock split of our common stock.

All share and per share information, including share-based compensation, in the current and comparable periods throughout this annual report on Form 10-K, has been retrospectively adjusted to reflect the stock split.

All shares of common stock retained a par value of $0.01 per share.

| | ● | Referrals to trusted local repair shops. |

During 2025, we opened 207 net, new stores.

We believe this, along with a healthy work/life balance, increases Team Member engagement.

| | ● | Population density. |

| California | ​ | 604 | ​ | 9.5 | % | ​ | 10 | | 4.8 | % | ​ | 614 | ​ | 9.2 | % | ​ | 22.5 | % |

| Florida | ​ | 300 | ​ | 4.7 | % | ​ | 18 | | 8.7 | % | ​ | 318 | ​ | 4.8 | % | ​ | 27.3 | % |

| Illinois | ​ | 233 | ​ | 3.7 | % | ​ | 5 | | 2.4 | % | ​ | 238 | ​ | 3.6 | % | ​ | 34.7 | % |

| Ohio | ​ | 227 | ​ | 3.6 | % | ​ | 4 | | 1.9 | % | ​ | 231 | ​ | 3.5 | % | ​ | 41.8 | % |

| Missouri | ​ | 215 | ​ | 3.4 | % | ​ | 2 | | 1.0 | % | ​ | 217 | ​ | 3.3 | % | ​ | 45.1 | % |

| Tennessee | ​ | 207 | ​ | 3.2 | % | ​ | 4 | | 1.9 | % | ​ | 211 | ​ | 3.2 | % | ​ | 48.3 | % |

| Michigan | ​ | 189 | ​ | 3.0 | % | ​ | 3 | | 1.4 | % | ​ | 192 | ​ | 2.9 | % | ​ | 51.2 | % |

| Indiana | ​ | 174 | ​ | 2.7 | % | ​ | 1 | | 0.5 | % | ​ | 175 | ​ | 2.7 | % | ​ | 53.9 | % |

| Alabama | ​ | 168 | ​ | 2.6 | % | ​ | 6 | | 3.0 | % | ​ | 174 | ​ | 2.6 | % | ​ | 56.5 | % |

| Washington | ​ | 169 | ​ | 2.6 | % | ​ | 3 | | 1.4 | % | ​ | 172 | ​ | 2.6 | % | ​ | 59.1 | % |

| Arizona | ​ | 154 | ​ | 2.4 | % | ​ | 9 | | 4.3 | % | ​ | 163 | ​ | 2.5 | % | ​ | 61.6 | % |

| Louisiana | ​ | 152 | ​ | 2.4 | % | ​ | 3 | | 1.4 | % | ​ | 155 | ​ | 2.4 | % | ​ | 64.0 | % |

| Wisconsin | ​ | 144 | ​ | 2.3 | % | ​ | 2 | | 1.0 | % | ​ | 146 | ​ | 2.2 | % | ​ | 66.2 | % |

| Minnesota | ​ | 138 | ​ | 2.2 | % | ​ | 2 | | 1.0 | % | ​ | 140 | ​ | 2.1 | % | ​ | 68.3 | % |

| Oklahoma | ​ | 136 | ​ | 2.1 | % | ​ | 4 | | 1.9 | % | ​ | 140 | ​ | 2.1 | % | ​ | 70.4 | % |

| Arkansas | ​ | 129 | ​ | 2.0 | % | ​ | 3 | | 1.4 | % | ​ | 132 | ​ | 2.0 | % | ​ | 74.5 | % |

| Colorado | ​ | 127 | ​ | 2.0 | % | ​ | 5 | | 2.4 | % | ​ | 132 | ​ | 2.0 | % | ​ | 76.5 | % |

| Kentucky | ​ | 111 | ​ | 1.7 | % | ​ | — | | — | % | ​ | 111 | ​ | 1.7 | % | ​ | 78.2 | % |

| Virginia | ​ | 103 | ​ | 1.6 | % | ​ | 4 | | 1.9 | % | ​ | 107 | ​ | 1.6 | % | ​ | 79.8 | % |

| Utah | ​ | 78 | ​ | 1.2 | % | ​ | 3 | | 1.4 | % | ​ | 81 | ​ | 1.2 | % | ​ | 85.1 | % |

| Oregon | ​ | 79 | ​ | 1.2 | % | ​ | — | | — | % | ​ | 79 | ​ | 1.2 | % | ​ | 86.3 | % |

| Massachusetts | ​ | 62 | ​ | 1.0 | % | ​ | 1 | | 0.5 | % | ​ | 63 | ​ | 1.0 | % | ​ | 88.3 | % |

| Idaho | ​ | 58 | ​ | 0.9 | % | ​ | 4 | | 1.9 | % | ​ | 62 | ​ | 0.9 | % | ​ | 90.2 | % |

| New York | ​ | 47 | ​ | 0.7 | % | ​ | 11 | | 5.3 | % | ​ | 58 | ​ | 0.9 | % | ​ | 91.1 | % |

| Connecticut | ​ | 38 | ​ | 0.6 | % | ​ | 2 | | 1.0 | % | ​ | 40 | ​ | 0.6 | % | ​ | 93.2 | % |

| South Dakota | ​ | 22 | ​ | 0.3 | % | ​ | 2 | | 1.0 | % | ​ | 24 | ​ | 0.4 | % | ​ | 96.1 | % |

| Alaska | ​ | 17 | ​ | 0.2 | % | ​ | 2 | | 1.0 | % | ​ | 19 | ​ | 0.3 | % | ​ | 97.0 | % |

| Maryland | ​ | 3 | ​ | — | % | ​ | 8 | ​ | 3.9 | % | ​ | 11 | ​ | 0.2 | % | ​ | 97.8 | % |

| Total stores by state | ​ | 6,261 | ​ | 98.1 | % | ​ | 177 | ​ | 85.5 | % | ​ | 6,438 | ​ | 97.8 | % | ​ | ​ | ​ |

| Mexico | ​ | 87 | ​ | 1.4 | % | ​ | 25 | ​ | 12.1 | % | ​ | 112 | ​ | 1.7 | % | ​ | 99.6 | % |

| | ● | Automobile dealers. |

| --- | --- | --- |

Our operations are subject to extensive federal, state, and local laws regarding business conduct and the health and safety of our Team Members and customers.

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

On January 22, 2024, the Company completed the previously announced strategic acquisition of Groupe Del Vasto (“Vast Auto”), an auto parts supplier headquartered in Montreal, Quebec, Canada.

At the time of the acquisition, Vast Auto operated two distribution centers and six satellite warehouses that support a network of 23 company-owned stores and thousands of independent jobber and professional customers across Eastern Canada.

During 2024, we opened 198 net, new stores and acquired 23 stores in Canada.

| | ● | population density; |

| California | ​ | 589 | ​ | 9.6 | % | ​ | 15 | | 6.7 | % | ​ | 604 | ​ | 9.5 | % | ​ | 22.8 | % |

| Florida | ​ | 290 | ​ | 4.7 | % | ​ | 10 | | 4.4 | % | ​ | 300 | ​ | 4.7 | % | ​ | 27.5 | % |

| Illinois | ​ | 230 | ​ | 3.7 | % | ​ | 3 | | 1.4 | % | ​ | 233 | ​ | 3.7 | % | ​ | 35.1 | % |

| Ohio | ​ | 226 | ​ | 3.7 | % | ​ | 1 | | 0.5 | % | ​ | 227 | ​ | 3.6 | % | ​ | 42.3 | % |

| Missouri | ​ | 210 | ​ | 3.4 | % | ​ | 5 | | 2.2 | % | ​ | 215 | ​ | 3.4 | % | ​ | 45.7 | % |

| Tennessee | ​ | 203 | ​ | 3.3 | % | ​ | 4 | | 1.8 | % | ​ | 207 | ​ | 3.2 | % | ​ | 48.9 | % |

| Michigan | ​ | 189 | ​ | 3.1 | % | ​ | — | | — | % | ​ | 189 | ​ | 3.0 | % | ​ | 51.9 | % |

| Indiana | ​ | 170 | ​ | 2.8 | % | ​ | 4 | | 1.8 | % | ​ | 174 | ​ | 2.7 | % | ​ | 54.6 | % |

| Washington | ​ | 169 | ​ | 2.7 | % | ​ | — | | — | % | ​ | 169 | ​ | 2.6 | % | ​ | 57.2 | % |

| Alabama | ​ | 162 | ​ | 2.6 | % | ​ | 6 | | 2.6 | % | ​ | 168 | ​ | 2.6 | % | ​ | 59.8 | % |

| Arizona | ​ | 150 | ​ | 2.4 | % | ​ | 4 | | 1.8 | % | ​ | 154 | ​ | 2.4 | % | ​ | 62.2 | % |

| Louisiana | ​ | 148 | ​ | 2.4 | % | ​ | 4 | | 1.8 | % | ​ | 152 | ​ | 2.4 | % | ​ | 64.6 | % |

| Wisconsin | ​ | 141 | ​ | 2.3 | % | ​ | 3 | | 1.4 | % | ​ | 144 | ​ | 2.3 | % | ​ | 66.9 | % |

| Minnesota | ​ | 135 | ​ | 2.2 | % | ​ | 3 | | 1.4 | % | ​ | 138 | ​ | 2.2 | % | ​ | 69.1 | % |

| Oklahoma | ​ | 129 | ​ | 2.1 | % | ​ | 7 | | 3.2 | % | ​ | 136 | ​ | 2.1 | % | ​ | 71.2 | % |

| Arkansas | ​ | 122 | ​ | 2.0 | % | ​ | 7 | | 3.2 | % | ​ | 129 | ​ | 2.0 | % | ​ | 75.3 | % |

| Colorado | ​ | 123 | ​ | 2.0 | % | ​ | 4 | | 1.8 | % | ​ | 127 | ​ | 2.0 | % | ​ | 77.3 | % |

| Kentucky | ​ | 110 | ​ | 1.8 | % | ​ | 1 | | 0.5 | % | ​ | 111 | ​ | 1.7 | % | ​ | 79.0 | % |

| Virginia | ​ | 103 | ​ | 1.7 | % | ​ | — | | — | % | ​ | 103 | ​ | 1.6 | % | ​ | 80.6 | % |

| Oregon | ​ | 77 | ​ | 1.3 | % | ​ | 2 | | 0.9 | % | ​ | 79 | ​ | 1.2 | % | ​ | 85.9 | % |

| Utah | ​ | 74 | ​ | 1.2 | % | ​ | 4 | | 1.8 | % | ​ | 78 | ​ | 1.2 | % | ​ | 87.1 | % |

| Massachusetts | ​ | 58 | ​ | 0.9 | % | ​ | 4 | | 1.8 | % | ​ | 62 | ​ | 1.0 | % | ​ | 89.1 | % |

| Idaho | ​ | 55 | ​ | 0.9 | % | ​ | 3 | | 1.4 | % | ​ | 58 | ​ | 0.9 | % | ​ | 91.0 | % |

| New York | ​ | 31 | ​ | 0.5 | % | ​ | 16 | | 7.1 | % | ​ | 47 | ​ | 0.7 | % | ​ | 93.3 | % |

| Connecticut | ​ | 36 | ​ | 0.6 | % | ​ | 2 | | 0.9 | % | ​ | 38 | ​ | 0.6 | % | ​ | 93.9 | % |

| South Dakota | ​ | 21 | ​ | 0.3 | % | ​ | 1 | | 0.5 | % | ​ | 22 | ​ | 0.3 | % | ​ | 97.1 | % |

| Alaska | ​ | 16 | ​ | 0.2 | % | ​ | 1 | | 0.5 | % | ​ | 17 | ​ | 0.2 | % | ​ | 97.9 | % |

| Maryland | ​ | 1 | ​ | — | % | ​ | 2 | ​ | 0.9 | % | ​ | 3 | ​ | — | % | ​ | 98.1 | % |

| Total stores by state | ​ | 6,092 | ​ | 99.0 | % | ​ | 169 | ​ | 76.4 | % | ​ | 6,261 | ​ | 98.1 | % | ​ | ​ | ​ |

| Mexico | ​ | 62 | ​ | 1.0 | % | ​ | 25 | ​ | 11.3 | % | ​ | 87 | ​ | 1.4 | % | ​ | 99.6 | % |

We have entered into various programs

This market is made up of four segments: labor share of professional service provider sales, auto parts share of professional service provider sales, DIY sales, and tire sales.

| | ● | automobile dealers; and |

We are subject to federal, state, and local laws and governmental regulations relating to our business, as well as the health and safety of our Team Members and customers, including, but not limited to, those related to the handling, storage, and disposal of hazardous substances, the recycling of batteries and used lubricants, and the ownership and operation of real property.

As part of our operations, we handle hazardous materials in the ordinary course of business and our customers may bring hazardous materials onto our property in connection with, for example, our used oil, oil filter, and battery recycling programs.

As of February [removed: 13, 2025,] [added: 12, 2026,] the Company had approximately [removed: 1,107,000] [added: 1,514,000] shareholders of common stock based on the number of holders of record and an estimate of individual participants represented by security position listings.

There were no sales of unregistered securities during the year ended December 31, [removed: 2024.][added: 2025.]

The following table identifies all repurchases during the fourth quarter ended December 31, [removed: 2024,] [added: 2025,] of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share price data):

| ​ | [added: ​ ​ ​] | ​ | [added: ​ ​ ​] | ​ | ​ | [added: ​ ​ ​] | Total Number of | [added: ​ ​ ​] | Maximum Dollar Value | |

| (1) | The authorizations under the share repurchase program that currently have capacity are scheduled to expire on November [removed: 16, 2026,] [added: 22, 2027,] and November [removed: 22, 2027.] [added: 18, 2028.] No other share repurchase programs existed during the twelve months ended December 31, [removed: 2024.] [added: 2025.] See Note [removed: 12] [added: 11] “Share Repurchase Program” to the Consolidated Financial Statements for further information on our share repurchases. |

The graph below shows the cumulative total shareholder return assuming the investment of $100, on December 31, [removed: 2019,] [added: 2020,] and the reinvestment of dividends thereafter, if any, in the Company’s common stock versus the Standard and Poor’s S&P 500 Retail Index (“S&P 500 Retail Index”) and the Standard and Poor’s S&P 500 Index (“S&P 500”).

[removed: ][added: ]

| Company/Index | [removed: | 2019 | |] [added: ​ ​ ​] | 2020 | | [added: ​ ​ ​] | 2021 | | [added: ​ ​ ​] | 2022 | | [added: ​ ​ ​] | 2023 | | [added: ​ ​ ​] | 2024 | | [added: ​ ​ ​ | 2025 | |]

On June 10, 2025, the Company completed a 15-for-1 forward stock split of our common stock.

All share and per share information, including share-based compensation, in the current and comparable periods throughout this annual report on Form 10-K, has been retrospectively adjusted to reflect the stock split.

| October 1, 2025, to October 31, 2025 | | 2,374 | ​ | $ | 98.68 | | 2,374 | ​ | $ | 664,846 |

| November 1, 2025, to November 30, 2025 | | 1,288 | ​ | | 96.21 | | 1,288 | ​ | | 2,540,848 |

| December 1, 2025, to December 31, 2025 | | 1,511 | ​ | | 93.99 | | 1,511 | ​ | $ | 2,398,851 |

| Total as of December 31, 2025 | | 5,173 | ​ | $ | 96.69 | | 5,173 | ​ | | ​ |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 156 | ​ | $ | 187 | ​ | $ | 210 | ​ | $ | 262 | ​ | $ | 302 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 119 | ​ | | 77 | ​ | | 109 | ​ | | 144 | ​ | | 150 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 127 | ​ | $ | 102 | ​ | $ | 127 | ​ | $ | 157 | ​ | $ | 182 |

| October 1, 2024, to October 31, 2024 | | 100 | ​ | $ | 1,177.24 | | 100 | ​ | $ | 850,341 |

| November 1, 2024, to November 30, 2024 | | 156 | ​ | | 1,201.48 | | 156 | ​ | | 2,663,071 |

| December 1, 2024, to December 31, 2024 | | 135 | ​ | | 1,236.50 | | 135 | ​ | $ | 2,495,691 |

| Total as of December 31, 2024 | | 391 | ​ | $ | 1,207.43 | | 391 | ​ | | |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 103 | ​ | $ | 161 | ​ | $ | 193 | ​ | $ | 217 | ​ | $ | 271 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 145 | ​ | | 173 | ​ | | 112 | ​ | | 159 | ​ | | 210 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 116 | ​ | $ | 148 | ​ | $ | 119 | ​ | $ | 148 | ​ | $ | 182 |

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal control over financial reporting includes all policies and procedures [removed: that][added: that:]

Under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management believes that as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective based on those criteria.

None of the Company’s [added: other] Directors or Officers adopted, modified, or terminated a Rule 10b5-1 trading agreement or a non-Rule 10b5-1 trading agreement, as defined in Item 408(c) of Regulation S-K, during the Company’s fiscal quarter ended December 31, [removed: 2024.][added: 2025.]

On November 24, 2025, Greg Henslee, Executive Chairman of the Board of Directors of O’Reilly Automotive, Inc. (the “Company”), established a plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the trading of the Company’s common stock.

The plan provides for the sale of up to 138,705 shares at specific market prices, subject to specified limitations over a period beginning around March 5, 2026 and ending on April 27, 2026.

The plan was established for the purposes of facilitating the potential exercise of vested stock options that are due to expire in February 2027, and the associated sale of shares.

The plan was established during the Company’s unrestricted trading window and in accordance with the Company’s policies regarding transactions in Company securities.

Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (“Proxy Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the end of the Company’s most recent fiscal year.

The Company’s Code of [added: Business Conduct and] Ethics is available on its website at www.OReillyAuto.com, under [removed: the “Company Overview”] [added: “Investor Relations”] and then [removed: “Corporate Governance”] [added: “Governance”] captions.

Perlman, and [removed: Andrea M.][added: Maria A.]

[removed: Weiss,] [added: Sastre,] each an independent director in accordance with The Nasdaq Stock Market Marketplace Rule 5605(a)(2), the standards of Rule 10A-3 of the Exchange Act, and the requirements of The Nasdaq Stock Market Marketplace Rule 5605(c)(2).

The following consolidated financial statements of O’Reilly Automotive, Inc. and Subsidiaries included in the Annual [removed: Shareholders’] Report of the registrant for the year ended December 31, [removed: 2024,] [added: 2025,] are filed with this annual report in Part II, Item 8:

| | ● | Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.] [added: 2024.] |

| | ● | Consolidated Statements of Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.] [added: 2023.] |

| | ● | Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.] [added: 2023.] |

| | ● | Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.] [added: 2023.] |

| | ● | Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.] [added: 2023.] |

| | ● | Notes to Consolidated Financial Statements for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.] [added: 2023.] |

| Exhibit No. | [added: ​ ​ ​] | Description |

| 3.1 | ​ | [removed: [Second] [added: [Third] Amended and Restated Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May [removed: 19, 2020,] [added: 15, 2025,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000037/orly-20200519ex31a8ed886.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000033/orly-20250515xex3d1.htm)] |

| 4.12 | ​ | [Description of Capital Stock Exchange Act Section 12 Registered Securities of O’Reilly Automotive, Inc., filed as Exhibit 4.20 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated February 28, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex4201f7d0d.htm) |

| 4.21 | ​ | [Sixth Supplemental Indenture, dated as of August 19, 2024, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company, National Association, as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 19, 2024, is incorporated herein by this [removed: reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000898173/000110465924090832/tm2418603d5_8k.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465924090832/tm2418603d5_ex4-1.htm)] |

| 4.22 | ​ | [Form of Note for 5.000% Senior Notes due 2034, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 19, 2024, is incorporated herein by this [removed: reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000898173/000110465924090832/tm2418603d5_8k.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465924090832/tm2418603d5_ex4-1.htm)] |

| 10.3 (a) | ​ | [O’Reilly Automotive, Inc. Performance Incentive Plan, filed as Exhibit 10.18 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated March 31, 1997, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/0000950131-97-002239.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/0000950131-97-002239.txt#Exhibit:http://www.sec.gov/Archives/edgar/data/898173/0000950131-97-002239.txt)] |

| 10.4 (a) | ​ | [Form of Retirement Agreement between the Registrant and David E. O’Reilly, filed as Exhibit 10.4 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated March 31, 1998, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/0000898173-98-000005.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/0000898173-98-000005.txt#Exhibit:http://www.sec.gov/Archives/edgar/data/898173/0000898173-98-000005.txt)] |

| 10.6 (a) | ​ | [First Amendment to Retirement Agreement, dated February 7, 2001, filed as Exhibit 10.26 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated March 29, 2002, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817302000023/oreilly200110k.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817302000023/oreilly200110k.txt#Exhibit:http://www.sec.gov/Archives/edgar/data/898173/000089817302000023/oreilly200110k.txt)] |

| 10.9 (a) | ​ | [O’Reilly Automotive, Inc. 2009 Incentive Plan, Form of Stock Option Agreement, dated as of December 31, 2009, filed as Exhibit 10.47 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated February 26, 2010, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312510043016/dex1047.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000119312510043016/dex1047.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/898173/000119312510043016/dex1047.htm)] |

| 10.20 (a) | ​ | [O’Reilly Automotive, Inc. 2017 Incentive Award Plan, Form of Director Restricted Stock Agreement, filed as Exhibit 10.19 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated February 28, 2020, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex101926dba.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex101926dba.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex101926dba.htm)] |

| 10.21 (a) | ​ | [O’Reilly Automotive, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, 2021, filed as Exhibit 10.23 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated February 26, 2021, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm)] |

| [removed: 10.22] [added: 10.26] | ​ | [removed: [Credit] [added: [First Amended and Restated Credit] Agreement, dated as of [removed: June 15, 2021,] [added: March 31, 2025,] among O’Reilly Automotive, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the [removed: lenders] [added: lender] party thereto, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated [removed: June 16, 2021,] [added: April 1, 2025,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000033/orly-20210615ex1015c1a6f.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465925030592/tm2510899d1_ex10-1.htm)] |

| 10.23 [removed: *] | ​ | [removed: [First Amendment to the Credit Agreement, dated as] [added: [Form] of [removed: March 6, 2023, among] [added: Commercial Paper Dealer Agreement between] O’Reilly Automotive, Inc., [removed: JPMorgan Chase Bank, N.A., as Administrative Agent,] [added: an issuer,] and the [removed: lenders party thereto,] [added: applicable Dealer party,] filed as Exhibit 10.1 to the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] dated [removed: May] [added: August] 9, 2023, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000029/orly-20230331xex10d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000047/orly-20230809xex10d1.htm)] |

| [removed: 10.24] [added: 10.22] (a) | ​ | [O’Reilly Automotive, Inc. 2009 Stock Purchase Plan, as Amended and Restated May 4, 2016, and further Amended and Restated May 18, 2023, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q dated August 8, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000044/orly-20230630xex10d2.htm) |

| [removed: 10.25] [added: 97.2 (a)] | ​ | [Form of [removed: Commercial Paper Dealer Agreement] [added: O’Reilly Automotive, Inc. Executive Incentive Compensation Clawback Policy Acknowledgement,] between O’Reilly Automotive, [removed: Inc., an issuer,] [added: Inc.] and [removed: the applicable Dealer party,] [added: O’Reilly Automotive, Inc. Executive Officers,] filed as Exhibit [removed: 10.1] [added: 97.2] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] dated [removed: August 9,] [added: February 28,] 2023, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000047/orly-20230809xex10d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm)] |

| [removed: 10.26] [added: 10.24] | ​ | [Underwriting Agreement, dated as of November 13, 2023, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as the representatives of the underwriters named on Schedule 1 thereto, filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated November 13, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465923118196/tm2320019d5_ex1-1.htm) |

| [removed: 10.27] [added: 10.25] | ​ | [Underwriting Agreement, dated as of August 12, 2024, by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as the representatives of the underwriters named on Schedule 1 thereto, filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated August 12, 2024, is incorporated herein by this [removed: reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/898173/000110465924089048/tm2418603d2_8k.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465924089048/tm2418603d2_ex1-1.htm)] |

| 19.1 | ​ | [Insider trading policy of O’Reilly Automotive, Inc., filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex19d1.htm)] [added: as Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K dated February 28, 2025, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex19d1.htm)] |

| 21.1 | ​ | [Subsidiaries of the Registrant, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex21d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex21d1.htm)] |

| 23.1 | ​ | [Consent of Ernst & Young LLP, independent registered public accounting firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex23d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex23d1.htm)] |

| 31.1 | ​ | [Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex31d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex31d1.htm)] |

| 31.2 | ​ | [Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex31d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex31d2.htm)] |

| 32.1 [added: *] | ​ | [Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex32d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex32d1.htm)] |

| 32.2 [added: *] | ​ | [Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex32d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817326000009/orly-20251231xex32d2.htm)] |

| 97.1 | ​ | [O’Reilly Automotive, Inc. 2014 Executive Incentive Compensation Clawback Policy, as Amended and Restated November 10, 2023, filed as Exhibit 97.1 to the Registrant’s Annual [removed: Shareholders’] Report on Form 10-K dated February 28, 2023, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d1.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d1.htm)] |

| [added: *] | ​ | Furnished (and not filed) herewith pursuant to Item 601 (b)(32)(ii) of Regulation S-K. |

| ​ | Date: | February [removed: 28, 2025] [added: 27, 2026] | | ​ |

| Date: | February [removed: 28, 2025] [added: 27, 2026] | | ​ | ​ | ​ |

| ​ | /s/ | [removed: Andrea M. Weiss] [added: Fred Whitfield] | ​ | [removed: /s/] [added: ​] | [removed: Fred Whitfield] [added: ​] |

| ​ | [removed: Andrea M. Weiss] [added: Fred Whitfield] | | ​ | [removed: Fred Whitfield] [added: ​] | [added: ​] |

| Exhibit No. | ​ ​ ​ | Description |

| Exhibit No. | ​ ​ ​ | Description |

| Exhibit No. | ​ ​ ​ | Description |

| ​ | /s/ | Thomas T. Hendrickson | ​ | /s/ | Kimberly A. deBeers |

| ​ | Thomas T. Hendrickson | | ​ | Kimberly A. deBeers | |

| ​ | Director | | ​ | ​ | ​ |

| 97.2 (a) | ​ | [Form of O’Reilly Automotive, Inc. Executive Incentive Compensation Clawback Policy Acknowledgement, between O’Reilly Automotive, Inc. and O’Reilly Automotive, Inc. Executive Officers, filed as Exhibit 97.2 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm) |

| * | ​ | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |

| ​ | /s/ | Larry O’Reilly | ​ | /s/ | Thomas T. Hendrickson |

| ​ | Larry O’Reilly | | ​ | Thomas T. Hendrickson | |

| ​ | Director and Vice Chairman of the Board | | ​ | Director | |